Northann Corp美股招股说明书(2025-11-18版)

Prospectus Supplement No. 1(To Prospectus dated November 13, 2025) Northann Corp. This prospectus supplement updates, amends and supplements the prospectus dated November 13, 2025 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-290562). Capitalized terms used in this prospectus This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with theinformation contained in our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, which are set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this Our common stock is traded on NYSE American under the symbol “NCL.” On November 17, 2025, the last reported sale price of ourcommon stock was $0.4165 per share. Investing in shares of our Ordinary Shares involves risks that are described in the “Risk Factors” section beginning on page 16of the Prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any The date of this prospectus supplement is November 18, 2025 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Nox TABLE OF CONTENTSPagePART I – FINANCIAL INFORMATIONF-1Item 1.Financial StatementsF-1Consolidated Balance SheetsF-1Consolidated Statements of Operations and Comprehensive Income (Loss)F-2Consolidated Statements of Shareholders’ DeficitF-3Consolidated Statements of Cash FlowsF-4Notes to Unaudited Condensed Financial StatementsF-5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2Item 3.Quantitative and Qualitative Disclosures about Market Risk6Item 4.Control and Procedures6PART II – OTHER INFORMATION7Item 1.Legal Proceedings7Item 1A.Risk Factors7Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities7Item 7.Defaults Upon Senior Securities7Item 4.Mine Safety Disclosures7Item 5.Other Information7Item 6.Exhibits8SIGNATURES9i 1.ORGANIZATION AND BUSINESS The Company commenced operations in August 2013 with the establishment of Northann Building Solutions LLC. (“NBS”) inDelaware. In December 2013, Northann (Changzhou) Construction Products Ltd (“NCP”) was established in China. All of its products In March 2014, Benchwich Construction Products Ltd (“Benchwick”) was established in Hong Kong. All wholesales to distributorsare conducted through Benchwick. In April 2014, Changzhou Macro Merit International Trading Co., Ltd. (“MARCO”) was established in China. All the import/export ofour products are conducted through MARCO. In February 2016, Northann Distribution Center Inc. (“NDC”) was established in California. NDC is a distribution center in the UnitedStates and maintains a small inventory for retail sales. In September 2017, Changzhou Ringold International Trading Co., Ltd. (“Ringold”) was established in China. All of the raw materialare procured from third parties through Ringold. In September 2018, Crazy Industry (Changzhou) Industry Technology Co., Ltd. (“Crazy Industry”) was established in China. CrazyIndustry is the research and development hub. In June 2020, Dotfloor Inc. (“Dotfloor”) was established in California. Dotfloor operates dotfloor.com, the online store that offers ourvinyl flooring products to retail customers in the United States. In March 2022, Northann Corp. (“Northann”), the current ultimate holding company, was incorporated in Nevada as part of therestructuring transactions in contemplation of our initial public offering. In connection with its incorporation, in April 2022, wecompleted a share swap transaction and issued common stock and Series A Preferred Stock of Northann to the then existingshareholders of NBS, based on their then respective equity interests held in NBS. NBS then became our wholly owned subsidiary.In On October 23, 2023, the Company consummated the initial public offering (the “IPO”) of1,200,000shares of common stock, parvalue $0.001per share at an offering price of $5.00 per share. On October 25, 2023, the underwriters of the IPO fully exercised theover-allotment option granted by the Company and purchased additional180,000 shares of Common Stock at $5.00 per share. The In October and November 2024, the Company acquired Cedar Modern Limited and Raleigh Industries Limited, respectively. Going Concern The accompanying financial statements have been prepared assuming th